THE RIGHTS ISSUE Sample Clauses

THE RIGHTS ISSUE. 4.1 The Rights Issue is only underwritten by the Underwriter on best effort basis, and the Company hereby irrevocably appoints the Underwriter to conduct the Rights Issue in accordance with this Agreement and the UOBKH Mandate (the “Appointment”), with Underwriter underwriting up to 70,349,310 Rights Shares on a best effort basis (the “Maximum Undertakings”), though the Underwriter may, subject to having obtained the Company’s prior written approval, agree with each other from time to time prior to the Latest Time for Acceptance to vary (or further vary, whichever shall be appropriate) the maximum number of Rights Shares under the Maximum Undertakings. 4.2 Pursuant to the Company’s constitutional documents, there are no requirements for minimum levels of subscription in respect of the Rights Issue, and subject to fulfilment or satisfaction of the Conditions Precedent, the Rights Issue shall proceed regardless of its level of acceptances, and up to 60,432,848 Rights Shares are committed to be subscribed pursuant to the irrevocable undertakings to be given by the Undertaking Shareholders subject, however, to any Scaling- down vis-a-vis the GO Obligation or the Public Float Requirement. In the event of under-subscription, any Rights Shares not taken up by the Qualifying Shareholders whether under PAL(s) or EAF(s), or transferees of nil-paid Rights Shares, and not subscribed by subscribers procured by the Underwriter will not be issued, and hence, the size of the Rights Issue will be reduced accordingly.
Sample 1
THE RIGHTS ISSUE is conditional upon the obligations of the Underwriter under this Agreement becoming unconditional and that this Agreement is not terminated in accordance with its terms.
Sample 1
THE RIGHTS ISSUE. 7.1 Subject to the fulfillment of the conditions set out in Clause 2, the Company has power under its Constitution to, and has taken all necessary corporate or other action to enable or authorize it:- (A) to issue and allot the Rights Shares required to be provisionally allotted pursuant to the terms of this Agreement in accordance with the Prospectus Documents without any sanction; (B) to deal with the Rights Shares attributable to the Non-Qualifying Shareholders as may be specified in the Prospectus Documents; and (C) to enter into and perform its obligations under this Agreement and to make the Rights Issue. 7.2 The Rights Shares, when fully paid shall be free from all liens, charges, encumbrances and third party rights, interests or claims of any nature whatsoever. 7.3 The Rights Shares, when fully paid, shall rank pari passu in all respects with the Shares then in issue, including as to the right to receive all dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares. 7.4 The Company shall not from the date hereof until after the Latest Time for Acceptance issue any Shares or issue or grant any share options or other securities convertible into, exchangeable, for which carry rights to acquire the Shares (other than the Rights Shares) or repurchase any of its own shares.
Sample 1
THE RIGHTS ISSUE. 8.1 NGH undertakes to each of the RECs conditionally upon all of the resolutions set out in the NGH EGM Notice having been passed (without amendment) at the NGH EGM and subject to Sub-clause 22.3: (a) to effect a rights issue on the basis of one new ordinary share of NGH for every I 9 existing ordinary shares held on November [995 at pound 2.()4 per new share and that of such new ordinary shares to be offered to any shareholder, 44.6 per cent. will be NGH Rights Shares and 55.4 per cent. will be new ordinary shares which do not carry an entitlement to the NGH Rights Dividend t-Ordinary Shares") (save that the allocation of Ordinary Shares and NGH Rights Shares amongst the RECs shall be as set out in the NGH EGM Notice), in the manner set out in the Rights Issue Circular; (b) to post the Rights Issue Circular and the Listing Particulars to each of the shareholders of NGH one 1995; (c) to procure that each REC which complies with its obligations under clause 8.3 shall have the interest for which it shoal have subscribed pursuant to the Rights Issue entered on the register of members of NGH on or before 7 December 1995. 8.2 Any changes to the proof of the Rights Issue Circular set out in Schedule VIII which are material to the RECs (or any thereof) shall require the prior approval of each of the RECs. Any other changes shall require the prior approval (not to be unreasonably withheld or delayed) of each of the RECs or of Herbert Smith acting on behalf of all the RECs. Subjexx xxxxxxx, xhe final version of the Rights Issue Circular shall be in the form approved by the NGH Board. 8.3 Each REC undertakes to NGH and to NGC, conditionally upon receipt by it of its entitlement under the NGH Interim Dividend, the NGH Special Dividend and the NGH Second Dividend, that it will take up its full entitlement to the rights for which it may subscribe under the terms of the Rights Issue Circular and will make payment, in cleared funds. to NGH in accordance with the procedure set out in the application form attached to the Rights Issue Circular on or before 5 December 1995. 8.4 NGH undertakes to NGC to subscribe for new ordinary shares in NGC for a subscription price equal to the proceeds of the rights issue contemplated in this Clause 8 as soon as practicable following receipt by NGH of the proceeds of the rights issue. 8.5 Each REC shall accept for its own tax purposes that Section 29 of the Taxation of Chargeable Gains Act 1992 shall apply on a basis consistent with that ...
Sample 1
THE RIGHTS ISSUE. 4.1 Subject to fulfillment or waiver of the Conditions Precedent: (a) the Company shall offer the Rights Shares to the Qualifying Shareholders by way of the Rights Issue, on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date, at the Subscription Price of HK$0.37 per Rights Share payable in full on acceptance, by posting the Rights Issue Documents to Qualifying Shareholders on the Posting Date; (b) the Company shall, on the Posting Date, post the Prospectus marked "For information only", without the PAL and EAF, to the Non-Qualifying Shareholders; and (c) the Company shall deliver to the Underwriter a certified copy of the resolutions of its board of Directors authorising the Rights Issue, the publication of the Prospectus on or before the Posting Date and the execution of this Agreement. 4.2 Prior to the despatch of the Rights Issue Documents pursuant to Clause 4.1(a), the Company shall deliver to the Underwriter certified true copy of the letter(s) from the auditors or reporting accountants of the Company, as appropriate, addressed to the Company reporting on or confirming the proforma net tangible asset value of the Group, and where necessary, sufficiency of working capital of the Group, indebtedness statement and other financial information if and as required by the Stock Exchange or the SFC to be contained in the Prospectus and consenting to the issue of the Prospectus with the inclusion of their names and the references thereto in the form and context in which they are included. 4.3 The Rights Shares, when allotted, issued and fully-paid, shall rank pari passu with the existing Shares then in issue in all respects. Holders of the fully-paid Rights Shares shall be entitled to receive all future dividends and distributions which are declared, made or paid with the record date which falls on or after the date of allotment and issue of the Rights Shares in their fully-paid form. 4.4 The Company shall not make available for subscription by the Qualifying Shareholders such Rights Shares representing any Rights Shares for which PAL (accompanied by the appropriate remittances which are honoured on first or, at the discretion of the Underwriter, subsequent presentation and otherwise in compliance with the procedure for acceptance as described in the Rights Issue Documents) have not been lodged prior to the Latest Time for Acceptance and any Rights Shares which would otherwise have been offered to the Non-Qualifying Shar...
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Related to THE RIGHTS ISSUE

  • The Rights Our Board authorized the issuance of a Right with respect to each outstanding share of common stock on August 30, 1995. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after August 30, 1995 until the Distribution Date described below.

  • The Rights Offering a. The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock shall receive one-half (1/2) Right for each share of Common Stock held of record at the close of business on [●], 2023 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one Unit for each Right held (the “Basic Subscription Right”). The Company does not intend to issue fractional securities in the Rights Offering. Units acquired pursuant to the Basic Subscription Right are subject to proration and allotment, as more fully discussed in the Prospectus (as defined herein). b. The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. c. Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to proration and allotment limitations, as more fully discussed in the Prospectus (as defined herein). d. The Rights will expire at 5:00 p.m., New York City time, on [●], 2023 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion up to 45 days after the Expiration Date. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. e. All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, LLC. (the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

  • The Rights Agent General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 24 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 26

  • Registration of Transfer or Exchange of Shares Except as provided in this Section 4.2, the shares of each series of AMPS shall be registered solely in the name of the Securities Depository or its nominee. If the Securities Depository shall give notice of its intention to resign as such, and if the Company shall not have selected a substitute Securities Depository acceptable to the Paying Agent prior to such resignation, then upon such resignation, the shares of each series of AMPS, at the Company's request, may be registered for transfer or exchange, and new certificates thereupon shall be issued in the name of the designated transferee or transferees, upon surrender of the old certificate in form deemed by the Paying Agent properly endorsed for transfer with (a) all necessary endorsers' signatures guaranteed in such manner and form as the Paying Agent may require by a guarantor reasonably believed by the Paying Agent to be responsible, (b) such assurances as the Paying Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and (c) satisfactory evidence of compliance with all applicable laws relating to the collection of taxes in connection with any registration of transfer or exchange or funds necessary for the payment of such taxes. If the certificate or certificates for shares of AMPS are not held by the Securities Depository or its nominee, payments upon transfer of shares in an Auction shall be made in Federal Funds or similar same-day funds to the Auction Agent against delivery of certificates therefor.

  • Concerning the Rights Agent The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

  • Terms of Placement Warrants Each Placement Warrant shall have the terms set forth in the Warrant Agreement.

  • Exercise of Rights; Tender Offers Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall promptly notify each applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Registration of the Ordinary Shares The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company, 9,694 fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) at a purchase price of $4.90 per share (the “Exercise Price”). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

  • Examination of the Right Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.